AMENDMENT TO SECURITYHOLDERS AGREEMENT
AMENDMENT TO SECURITYHOLDERS AGREEMENT ("Amendment"), dated as of
July [ ], 2002, by and among CITIGROUP INC., a Delaware corporation ("Parent"),
GOLDEN STATE BANCORP INC., a Delaware corporation (the "Company"), MAFCO
HOLDINGS INC., a Delaware corporation ("MFI"), GSB INVESTMENTS CORP., a Delaware
corporation and a subsidiary of MFI ("GSB Investments"), MACANDREWS & FORBES
HOLDINGS INC., a Delaware corporation and a subsidiary of MFI ("MFH"), XXXXXX'X
XXXX/FORD, LTD., a limited partnership organized under the laws of the State of
Texas ("HG/F"), Xxxxxx X. Xxxx, an individual and a general partner of HG/F
("Ford" and, together with MFI, GSB Investments, MFH and HG/F, the "Original
Securityholders"), and GSB GUARANTOR CORP., a Delaware corporation and a
subsidiary of MFI ("GSB Guarantor" and, together with the Original
Securityholders, the "Securityholders").
W I T N E S S E T H:
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WHEREAS, concurrently with the execution and delivery of the
Agreement and Plan of Merger, dated as of May 21, 2002 (as such agreement may be
amended from time to time, the "Merger Agreement"), by and among Parent, the
Company and MERCURY MERGER SUB, INC., a Delaware corporation and a subsidiary of
Parent ("Sub"), Parent, the Company and the Original Securityholders entered
into the Securityholders Agreement, dated as of May 21, 2002 (the
"Securityholders Agreement");
WHEREAS, on June 20, 2002, GSB Guarantor entered into a Transfer
Agreement with GSB Investments, whereby GSB Guarantor agreed to be bound by
certain provisions of the Securityholders Agreement, and agreed to be deemed a
"Securityholder" for purposes of such provisions of the Securityholders
Agreement;
WHEREAS, pursuant to Section 11(m) of the Securityholders Agreement,
the Securityholders Agreement may be amended by a writing signed by the parties
thereto; and
WHEREAS, Parent, the Company and the Securityholders desire to amend
the Securityholders Agreement on the terms hereinafter set forth.
NOW, THEREFORE, Parent, the Company and the Securityholders,
intending to be legally bound, hereby agree to the following amendments to the
Securityholders Agreement:
1. AMENDMENT TO SECTION 11(I) OF THE SECURITYHOLDERS AGREEMENT. Section
11(i) of the Securityholders Agreement is hereby amended and restated in
its entirety to read as follows:
"(i) RESOLUTION OF DISAGREEMENTS. If Parent and the
Securityholders' Representative disagree as to the amount of Tax
Benefits or any other item related to Taxes, Parent and the
Securityholders' Representative shall promptly consult each other in an
effort to resolve such disagreement. If any such disagreement cannot be
resolved within fifteen days of the date of consultation, an independent
certified public accounting firm mutually agreed upon by Parent and the
Securityholders' Representative (the "Auditor") shall resolve any
remaining disagreements as promptly as practicable (but in any event
within forty-five days following the date on which such disagreement is
referred to the Auditor), based solely on written submissions forwarded
by Parent and the Securityholders' Representative to the Auditor within
ten days of the date of referral to the Auditor. The determination of
the Auditor shall be final, conclusive and binding on the parties. All
fees and expenses related to the work performed by the Auditor in
accordance with this Section 11(i) shall be apportioned between Parent
and the Securityholders in proportion to their respective liabilities as
determined by the Auditor."
2. LIMITED EFFECT. Except as specifically amended hereby, the terms and
provisions of the Securityholders Agreement shall continue and remain in
full force and effect and the valid and binding obligation of the
parties thereto in accordance with its terms. All references in the
Securityholders Agreement (and in any other agreements, documents and
instruments entered into in connection therewith) to the
"Securityholders Agreement" shall be deemed for all purposes to refer to
the Securityholders Agreement, as amended by this Amendment.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be an original, with the same effect
as of the signatures hereto and thereto were upon the same instrument.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts of law rules of such state.
2
IN WITNESS WHEREOF, Parent, the Company and the Securityholders have
caused this Amendment to Securityholders Agreement to be duly executed as of the
day and year first above written.
CITIGROUP INC.
By:
---------------------------------
Name:
Title:
GOLDEN STATE BANCORP INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Chairman of the Board / CEO
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
GSB INVESTMENTS CORP.
By: /s/ Xxxx X. XXxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
MACANDREWS & FORBES HOLDINGS INC.
By: /s/ Xxxx X. XXxxxxx
---------------------------------
Name: Xxxx X. XXxxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXX'X XXXX/FORD, LTD.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: General Partner
XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
------------------------------------
GSB GUARANTOR CORP.
By: Xxxx X. XXxxxxx
---------------------------------
Name: Xxxx X. XXxxxxx
Title: Executive Vice President and
Chief Financial Officer
